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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sealed Air Corporation | NYSE:SEE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.22 | 3.43% | 36.81 | 37.01 | 35.64 | 35.93 | 895,360 | 22:34:02 |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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65-0654331
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2415 Cascade Pointe Boulevard
Charlotte, North Carolina
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28208
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I. FINANCIAL INFORMATION
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Condensed Consolidated Balance Sheets — June 30, 2017 and December 31, 2016
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5
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Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016
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6
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Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016
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7
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016
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8
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Notes to Condensed Consolidated Financial Statements
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10
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Note 1 Organization and Basis of Presentation
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10
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Note 2 Recently Issued Accounting Standards
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11
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Note 3 Discontinued Operations
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14
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Note 4 Segments
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16
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Note 5 Inventories
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18
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Note 6 Property Plant and Equipment, net
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19
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Note 7 Goodwill and Identifiable Assets
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19
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Note 8 Accounts Receivable Securitization Programs
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20
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Note 9 Restructuring and Relocation Activities
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21
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Note 10 Debt and Credit Facilities
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23
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Note 11 Derivatives and Hedging Activities
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24
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Note 12 Fair Value Measurements and Other Financial Instruments
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27
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Note 13 Defined Benefit Pension Plans and Other Post-Employment Benefit Plans
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30
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Note 14 Income Taxes
|
31
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Note 15 Commitments and Contingencies
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31
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Note 16 Stockholders’ Equity
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32
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Note 17 Accumulated Other Comprehensive Income (Loss)
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35
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Note 18 Other (Expense) Income, net
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36
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Note 19 Net Earnings Per Common Share
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37
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Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operation
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38
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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58
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Item 4. Controls and Procedures
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62
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PART II. OTHER INFORMATION
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Item 1.
Legal Proceedings
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63
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Item 1A. Risk Factors
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63
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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63
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Item 6. Exhibits
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65
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Signature
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66
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(In millions, except share data)
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June 30, 2017 (unaudited)
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December 31, 2016
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||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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243.0
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$
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333.7
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Trade receivables, net of allowance for doubtful accounts of $8.0 in 2017 and $8.4 in 2016
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310.3
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460.5
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Income tax receivables
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15.9
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11.5
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Other receivables
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77.3
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72.7
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Inventories, net of inventory reserves of $15.7 in 2017 and $13.4 in 2016
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532.1
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456.7
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Current assets held for sale
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3,016.4
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825.7
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Prepaid expenses and other current assets
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251.9
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54.5
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Total current assets
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4,446.9
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2,215.3
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Property and equipment, net
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926.7
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889.6
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Goodwill
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1,889.1
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1,882.9
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Intangible assets, net
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41.0
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40.1
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Deferred taxes
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129.7
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169.9
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Non-current assets held for sale
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—
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2,026.0
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Other non-current assets
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193.5
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175.4
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Total assets
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$
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7,626.9
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$
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7,399.2
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Short-term borrowings
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$
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358.0
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$
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83.0
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Current portion of long-term debt
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297.5
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297.0
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Accounts payable
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646.7
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539.2
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Current liabilities held for sale
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1,293.6
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683.3
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Accrued restructuring costs
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29.7
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44.8
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Other current liabilities
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444.5
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471.7
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Total current liabilities
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3,070.0
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2,119.0
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Long-term debt, less current portion
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3,790.1
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3,762.6
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Deferred taxes
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4.4
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4.9
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Non-current liabilities held for sale
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—
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501.0
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Other non-current liabilities
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422.9
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402.0
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Total liabilities
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7,287.4
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6,789.5
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Commitments and contingencies - Note 15
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Stockholders’ equity:
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Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2017 and 2016
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—
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—
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Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 229,927,326 in 2017 and 227,638,738 in 2016; shares outstanding: 190,037,584 in 2017 and 193,482,383 in 2016
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23.0
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22.8
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Additional paid-in capital
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1,943.7
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1,974.1
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Retained earnings
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1,022.8
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1,040.0
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Common stock in treasury, 39,899,742 shares in 2017 and 34,156,355 shares in 2016
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(1,729.4
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)
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(1,478.1
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)
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Accumulated other comprehensive loss, net of taxes
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(920.6
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)
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(949.1
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)
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Total stockholders’ equity
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339.5
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609.7
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Total liabilities and stockholders’ equity
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$
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7,626.9
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$
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7,399.2
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Three Months Ended June 30, (unaudited)
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Six Months Ended June 30, (unaudited)
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||||||||||||
(In millions, except share data)
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2017
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2016
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2017
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2016
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||||||||
Net sales
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$
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1,070.3
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$
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1,038.9
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$
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2,102.5
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$
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2,044.8
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Cost of sales
(1)
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726.0
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689.3
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1,421.8
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1,359.6
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||||
Gross profit
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344.3
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349.6
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680.7
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685.2
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||||
Selling, general and administrative expenses
(1)
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201.8
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197.3
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397.6
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382.4
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|
||||
Amortization expense of intangible assets acquired
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1.1
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3.5
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6.1
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6.3
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|
||||
Restructuring and other charges
(1)
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2.0
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1.2
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3.9
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|
1.0
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||||
Operating profit
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139.4
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147.6
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273.1
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|
|
295.5
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|
||||
Interest expense
|
|
(50.9
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)
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(50.9
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)
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(99.7
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)
|
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(101.8
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)
|
||||
Foreign currency exchange loss related to Venezuelan subsidiaries
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—
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(0.6
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)
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—
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(1.6
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)
|
||||
Charge related to Venezuelan subsidiaries
(1)
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—
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(46.0
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)
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—
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(46.0
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)
|
||||
Other (expense) income, net
|
|
(3.9
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)
|
|
4.5
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(6.2
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)
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1.0
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|
||||
Earnings before income tax provision
|
|
84.6
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|
|
54.6
|
|
|
167.2
|
|
|
147.1
|
|
||||
Income tax provision
|
|
56.1
|
|
|
53.0
|
|
|
192.5
|
|
|
70.6
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|
||||
Net earnings (loss) from continuing operations
|
|
28.5
|
|
|
1.6
|
|
|
(25.3
|
)
|
|
76.5
|
|
||||
Net earnings from discontinued operations, net of tax
|
|
59.3
|
|
|
48.0
|
|
|
69.9
|
|
|
75.5
|
|
||||
Net earnings available to common stockholders
|
|
$
|
87.8
|
|
|
$
|
49.6
|
|
|
$
|
44.6
|
|
|
$
|
152.0
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.14
|
|
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.38
|
|
Discontinued operations
|
|
0.31
|
|
|
0.24
|
|
|
0.36
|
|
|
0.38
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|
||||
Net earnings (loss) per common share - basic
(2)
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|
$
|
0.45
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|
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$
|
0.25
|
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.14
|
|
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.38
|
|
Discontinued operations
|
|
0.31
|
|
|
0.24
|
|
|
0.36
|
|
|
0.38
|
|
||||
Net earnings (loss) per common share - diluted
(2)
|
|
$
|
0.45
|
|
|
$
|
0.25
|
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
Dividends per common share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.32
|
|
|
$
|
0.29
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
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||||||||
Basic
|
|
192.5
|
|
|
195.6
|
|
|
192.9
|
|
|
195.4
|
|
||||
Diluted
(2)
|
|
194.8
|
|
|
198.4
|
|
|
195.3
|
|
|
198.0
|
|
|
(1)
|
Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details.
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(2)
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The Company early adopted ASU 2016-09 on a prospective basis as required, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional
456,352
and
436,288
diluted weighted average number of common shares outstanding for the three and six months ended June 30, 2016, respectively, and recognition of excess tax benefits of $
9.6
million in net earnings from continuing operations and $
1.0 million
in net earnings from discontinued operations for the six months ended June 30, 2016 (there was
no
impact for the three months ended June 30, 2016). As a result, net earnings per common share increased by $
0.05
per share for the six months ended June 30, 2016 and
no
impact for the three months ended June 30, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to the Condensed Consolidated Financial Statements for further details.
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|
Three Months Ended June 30, (unaudited)
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Six Months Ended June 30, (unaudited)
|
||||||||||||
(In millions)
|
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net earnings available to common stockholders
|
|
$
|
87.8
|
|
|
$
|
49.6
|
|
|
$
|
44.6
|
|
|
$
|
152.0
|
|
Other comprehensive (loss) income, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognition of deferred pension items, net of taxes of $(3.0) for
the three months ended June 30, 2017, $(0.7) for the three
months ended June 30, 2016, $(2.8) for the six months
ended June 30, 2017 and $(1.3) for the six months ended
June 30, 2016
|
|
0.8
|
|
|
2.1
|
|
|
5.3
|
|
|
3.8
|
|
||||
Unrealized gains (losses) on derivative instruments for net
investment hedge, net of taxes of $24.5 for three months ended June 30, 2017, $(9.6) for the three months ended June 30, 2016, $27.5 for the six months ended June 30, 2017 and $4.4 for the six months end June 30, 2016 |
|
(39.5
|
)
|
|
15.5
|
|
|
(44.4
|
)
|
|
(7.1
|
)
|
||||
Unrealized losses on derivative instruments for cash flow
hedge, net of taxes of $0.2 for the three months ended June 30, 2017, $0.5 for the three months ended June 30, 2016, $1.4 for the six months ended June 30, 2017 and $2.4 for the six months ended June 30, 2016 |
|
(1.5
|
)
|
|
(0.6
|
)
|
|
(6.2
|
)
|
|
(4.7
|
)
|
||||
Foreign currency translation adjustments, net of taxes of $2.5 for
the three months ended June 30, 2017, $(1.3) for the three months ended June 30, 2016, $4.4 for the six months ended June 30, 2017 and $(20.1) for the six months ended June 30, 2016 |
|
18.6
|
|
|
(6.2
|
)
|
|
73.8
|
|
|
(15.5
|
)
|
||||
Other comprehensive (loss) income, net of taxes
|
|
(21.6
|
)
|
|
10.8
|
|
|
28.5
|
|
|
(23.5
|
)
|
||||
Comprehensive income, net of taxes
|
|
$
|
66.2
|
|
|
$
|
60.4
|
|
|
$
|
73.1
|
|
|
$
|
128.5
|
|
|
|
Six Months Ended June 30, (unaudited)
|
||||||
(In millions)
|
|
2017
|
|
2016
(2)
|
||||
Net earnings available to common stockholders
|
|
$
|
44.6
|
|
|
$
|
152.0
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
105.1
|
|
|
106.6
|
|
||
Share-based incentive compensation
|
|
23.0
|
|
|
30.0
|
|
||
Profit sharing expense
|
|
12.9
|
|
|
17.3
|
|
||
Remeasurement loss related to Venezuelan subsidiaries
|
|
0.1
|
|
|
2.8
|
|
||
Reclassification of cumulative translation adjustment of Venezuelan subsidiaries
|
|
—
|
|
|
46.0
|
|
||
Provisions for bad debt
|
|
2.1
|
|
|
1.8
|
|
||
Provisions for inventory obsolescence
|
|
3.7
|
|
|
5.3
|
|
||
Deferred taxes, net
|
|
116.8
|
|
|
8.5
|
|
||
Net loss (gain) on sale of business
|
|
(2.3
|
)
|
|
1.9
|
|
||
Other non-cash items
|
|
6.6
|
|
|
5.3
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Trade receivables, net
|
|
(58.3
|
)
|
|
(83.9
|
)
|
||
Inventories
|
|
(86.5
|
)
|
|
(82.9
|
)
|
||
Accounts payable
|
|
145.4
|
|
|
90.3
|
|
||
Other assets and liabilities
|
|
(171.9
|
)
|
|
(114.1
|
)
|
||
Net cash provided by operating activities
(1)
|
|
141.3
|
|
|
186.9
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(93.2
|
)
|
|
(113.5
|
)
|
||
Proceeds, net from sale of business and property and equipment
|
|
3.6
|
|
|
8.2
|
|
||
Business acquired in purchase transactions, net of cash acquired
|
|
(3.5
|
)
|
|
—
|
|
||
Settlement of foreign currency forward contracts
|
|
11.3
|
|
|
(31.3
|
)
|
||
Net cash used in investing activities
|
|
(81.8
|
)
|
|
(136.6
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Net proceeds from borrowings
|
|
252.2
|
|
|
35.0
|
|
||
Change in cash used as collateral on borrowing arrangements
|
|
(2.0
|
)
|
|
0.3
|
|
||
Dividends paid on common stock
|
|
(61.8
|
)
|
|
(57.0
|
)
|
||
Acquisition of common stock for tax withholding
|
|
(21.5
|
)
|
|
(22.3
|
)
|
||
Repurchases of common stock
|
|
(305.3
|
)
|
|
(52.0
|
)
|
||
Other financing activities
|
|
0.3
|
|
|
—
|
|
||
Net cash used in financing activities
(1)
|
|
(138.1
|
)
|
|
(96.0
|
)
|
||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
|
(12.1
|
)
|
|
(16.3
|
)
|
||
Balance, beginning of period
|
|
333.7
|
|
|
321.7
|
|
||
Net change during the period
|
|
(90.7
|
)
|
|
(62.0
|
)
|
||
Balance, end of period
|
|
$
|
243.0
|
|
|
$
|
259.7
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||
Interest payments, net of amounts capitalized
|
|
$
|
107.0
|
|
|
$
|
108.0
|
|
Income tax payments
|
|
$
|
92.6
|
|
|
$
|
59.9
|
|
Payments related to the sale of Diversey
(3)
|
|
$
|
44.8
|
|
|
$
|
—
|
|
Stock appreciation rights payments (less amounts included in restructuring payments)
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Restructuring payments including associated costs
|
|
$
|
33.1
|
|
|
$
|
36.4
|
|
Non-cash items:
|
|
|
|
|
||||
Transfers of shares of our common stock from treasury for our 2016 and 2015 profit-sharing plan
contributions |
|
$
|
22.3
|
|
|
$
|
37.6
|
|
|
(1)
|
The Company early adopted ASU 2016-09 on a retrospective basis related to the classification of excess tax benefits on the Statement of Cash Flows, effective January 1, 2016, which resulted in an increase in operating cash flow of
$6.8 million
and a decrease in financing activities of
$6.8 million
for the six months ended June 30, 2016. There was not a material impact on the three months ended June 30, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to the Condensed Consolidated Financial Statements for further details.
|
(2)
|
Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of
$7.8 million
as of June 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of
$1.1 million
for the six months ended June 30, 2016.
|
(3)
|
Payments related to the sale of Diversey includes
$33.0 million
related to tax payments and the remainder primarily attributable to professional fees.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
651.2
|
|
|
$
|
688.1
|
|
|
$
|
1,232.9
|
|
|
$
|
1,272.8
|
|
Cost of sales
|
|
369.9
|
|
|
376.4
|
|
|
700.4
|
|
|
707.3
|
|
||||
Gross profit
|
|
281.3
|
|
|
311.7
|
|
|
532.5
|
|
|
565.5
|
|
||||
Selling, general and administrative expenses
|
|
206.9
|
|
|
216.7
|
|
|
405.8
|
|
|
428.1
|
|
||||
Amortization expense of intangible assets acquired
|
|
21.1
|
|
|
24.0
|
|
|
38.8
|
|
|
42.7
|
|
||||
Operating profit
|
|
53.3
|
|
|
71.0
|
|
|
87.9
|
|
|
94.7
|
|
||||
Other expense, net
|
|
(5.1
|
)
|
|
(2.5
|
)
|
|
(8.0
|
)
|
|
(6.5
|
)
|
||||
Earnings from discontinued operations before income tax
(benefit) provision
|
|
48.2
|
|
|
68.5
|
|
|
79.9
|
|
|
88.2
|
|
||||
Income tax (benefit) provision from discontinued operations
|
|
(11.1
|
)
|
|
20.5
|
|
|
10.0
|
|
|
12.7
|
|
||||
Net earnings from discontinued operations
|
|
$
|
59.3
|
|
|
$
|
48.0
|
|
|
$
|
69.9
|
|
|
$
|
75.5
|
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
30.0
|
|
|
$
|
30.0
|
|
Trade receivables, net
|
|
488.1
|
|
|
438.2
|
|
||
Inventories
|
|
236.6
|
|
|
203.2
|
|
||
Other receivables
|
|
78.4
|
|
|
70.3
|
|
||
Prepaid expenses and other current assets
|
|
88.1
|
|
|
80.6
|
|
||
Property and equipment, net
|
|
178.8
|
|
|
170.6
|
|
||
Goodwill
|
|
1,022.0
|
|
|
972.8
|
|
||
Intangible assets, net
|
|
667.3
|
|
|
669.9
|
|
||
Deferred taxes
|
|
48.0
|
|
|
50.7
|
|
||
Other non-current assets
|
|
178.4
|
|
|
162.0
|
|
||
Total assets held for sale
|
|
$
|
3,015.7
|
|
|
$
|
2,848.3
|
|
Liabilities:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
22.5
|
|
|
$
|
9.6
|
|
Current portion of long-term debt
|
|
30.6
|
|
|
31.1
|
|
||
Accounts payable
|
|
398.2
|
|
|
346.5
|
|
||
Other current liabilities
|
|
262.3
|
|
|
296.1
|
|
||
Long-term debt
|
|
178.9
|
|
|
175.7
|
|
||
Deferred taxes
|
|
96.0
|
|
|
56.3
|
|
||
Other non-current liabilities
|
|
305.1
|
|
|
269.0
|
|
||
Total liabilities held for sale
|
|
$
|
1,293.6
|
|
|
$
|
1,184.3
|
|
|
|
Six Months Ended
June 30, |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Non-cash items included in net earnings from discontinued
operations:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
$
|
50.3
|
|
|
$
|
58.4
|
|
Share-based incentive compensation
|
|
6.0
|
|
|
5.8
|
|
||
Profit sharing expense
|
|
1.5
|
|
|
2.0
|
|
||
Provision for bad debt
|
|
1.7
|
|
|
2.4
|
|
||
Capital expenditures
|
|
9.7
|
|
|
11.8
|
|
•
|
Food Care (including Medical Applications and New Ventures businesses);
|
•
|
Product Care; and
|
•
|
Corporate.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food Care
|
|
$
|
679.5
|
|
|
$
|
664.6
|
|
|
$
|
1,335.1
|
|
|
$
|
1,303.0
|
|
As a % of Total Company net sales
|
|
63.5
|
%
|
|
64.0
|
%
|
|
63.5
|
%
|
|
63.7
|
%
|
||||
Product Care
|
|
390.8
|
|
|
374.3
|
|
|
767.4
|
|
|
741.8
|
|
||||
As a % of Total Company net sales
|
|
36.5
|
%
|
|
36.0
|
%
|
|
36.5
|
%
|
|
36.3
|
%
|
||||
Total Company Net Sales
|
|
$
|
1,070.3
|
|
|
$
|
1,038.9
|
|
|
$
|
2,102.5
|
|
|
$
|
2,044.8
|
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Adjusted EBITDA from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food Care
|
|
$
|
146.2
|
|
|
$
|
146.5
|
|
|
$
|
287.7
|
|
|
$
|
285.1
|
|
Adjusted EBITDA Margin
|
|
21.5
|
%
|
|
22.0
|
%
|
|
21.5
|
%
|
|
21.9
|
%
|
||||
Product Care
|
|
77.1
|
|
|
78.7
|
|
|
151.2
|
|
|
155.8
|
|
||||
Adjusted EBITDA Margin
|
|
19.7
|
%
|
|
21.0
|
%
|
|
19.7
|
%
|
|
21.0
|
%
|
||||
Corporate
(1)
|
|
(27.0)
|
|
|
(31.5)
|
|
|
(60.7)
|
|
|
(61.0)
|
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from
continuing operations |
|
$
|
196.3
|
|
|
$
|
193.7
|
|
|
$
|
378.2
|
|
|
$
|
379.9
|
|
Adjusted EBITDA Margin
|
|
18.3
|
%
|
|
18.6
|
%
|
|
18.0
|
%
|
|
18.6
|
%
|
|
(1)
|
Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $
2.9 million
and $
2.2 million
for three months ended June
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net earnings (loss) from continuing operations
|
|
$
|
28.5
|
|
|
$
|
1.6
|
|
|
$
|
(25.3
|
)
|
|
$
|
76.5
|
|
Interest expense
|
|
(50.9
|
)
|
|
(50.9
|
)
|
|
(99.7
|
)
|
|
(101.8
|
)
|
||||
Interest income
|
|
3.2
|
|
|
2.0
|
|
|
5.4
|
|
|
3.6
|
|
||||
Income tax provision
|
|
56.1
|
|
|
53.0
|
|
|
192.5
|
|
|
70.6
|
|
||||
Depreciation and amortization
(1)(3)
|
|
(36.4
|
)
|
|
(38.5
|
)
|
|
(73.6
|
)
|
|
(73.4
|
)
|
||||
Accelerated depreciation and amortization of fixed assets and
intangible assets for Venezuelan subsidiaries
(1)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||
Special Items:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other charges
(1)(4)
|
|
(2.0
|
)
|
|
(0.9
|
)
|
|
(3.9
|
)
|
|
(0.7
|
)
|
||||
Other restructuring associated costs included in cost of
sales and selling, general and administrative expenses
|
|
(5.9
|
)
|
|
(4.1
|
)
|
|
(9.8
|
)
|
|
(8.0
|
)
|
||||
SARs
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Foreign currency exchange loss related to
Venezuelan subsidiaries
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
Charges related to ceasing operations in Venezuela
(1)
|
|
—
|
|
|
(47.3
|
)
|
|
—
|
|
|
(47.3
|
)
|
||||
(Loss) gain on sale of North American foam trays and
absorbent pads business and European food trays business
|
|
(0.2
|
)
|
|
—
|
|
|
2.1
|
|
|
(1.6
|
)
|
||||
Loss related to the sale of other businesses,
investments and property, plant and equipment
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(2.1
|
)
|
||||
Charges incurred related to the sale of Diversey
|
|
(17.8
|
)
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
||||
Other special items
(2)
|
|
(1.5
|
)
|
|
1.8
|
|
|
2.6
|
|
|
0.4
|
|
||||
Pre-tax impact of Special items
|
|
(27.6
|
)
|
|
(52.4
|
)
|
|
(43.1
|
)
|
|
(61.9
|
)
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from
continuing operations |
|
$
|
196.3
|
|
|
$
|
193.7
|
|
|
$
|
378.2
|
|
|
$
|
379.9
|
|
|
(1)
|
Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details.
|
(2)
|
Other special items for the six months ended June 30, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. For the three months ended June 30, 2017 other special items primarily included an expense related to the recovered wage tax reserve as well as legal fees associated with restructuring and acquisitions. Other special items for the three and six months ended
June 30, 2016
primarily included a reduction in a non-income tax reserve following the completion of a governmental audit partially offset by legal fees associated with restructuring and acquisitions.
|
(3)
|
Depreciation and amortization by segment is as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Food Care
|
|
$
|
24.3
|
|
|
$
|
22.3
|
|
|
$
|
49.4
|
|
|
$
|
45.2
|
|
Product Care
|
|
$
|
11.0
|
|
|
$
|
9.4
|
|
|
$
|
22.5
|
|
|
$
|
19.0
|
|
Corporate
|
|
$
|
1.1
|
|
|
$
|
6.8
|
|
|
$
|
1.7
|
|
|
$
|
9.2
|
|
Total Company depreciation and amortization
(1)
|
|
$
|
36.4
|
|
|
$
|
38.5
|
|
|
$
|
73.6
|
|
|
$
|
73.4
|
|
|
(1)
|
Includes share-based incentive compensation of
$10.9 million
and
$18.9 million
for the
three and six
months ended
June 30, 2017
, respectively, and
$13.9 million
and
$25.4 million
for the
three and six
ended
June 30, 2016
, respectively.
|
(4)
|
Restructuring and other charges by segment were as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Food Care
|
|
$
|
1.3
|
|
|
$
|
0.5
|
|
|
$
|
2.5
|
|
|
$
|
0.4
|
|
Product Care
|
|
0.7
|
|
|
0.4
|
|
|
1.4
|
|
|
0.3
|
|
||||
Total Company restructuring and other charges
(1)
|
|
$
|
2.0
|
|
|
$
|
0.9
|
|
|
$
|
3.9
|
|
|
$
|
0.7
|
|
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
|
|
|
||
Trade receivables, net, and finished goods inventories, net
|
|
|
|
|
|
|
||
Food Care
|
|
$
|
383.4
|
|
|
$
|
459.8
|
|
Product Care
|
|
230.0
|
|
|
261.5
|
|
||
Total segments
|
|
$
|
613.4
|
|
|
$
|
721.3
|
|
Assets not allocated
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
243.0
|
|
|
$
|
333.7
|
|
Property and equipment, net
|
|
926.7
|
|
|
889.6
|
|
||
Goodwill
|
|
1,889.1
|
|
|
1,882.9
|
|
||
Intangible assets, net
|
|
41.0
|
|
|
40.1
|
|
||
Assets held for sale
|
|
3,016.4
|
|
|
2,851.7
|
|
||
Other
|
|
897.3
|
|
|
679.9
|
|
||
Total
|
|
$
|
7,626.9
|
|
|
$
|
7,399.2
|
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Inventories:
|
|
|
|
|
|
|
||
Raw materials
|
|
$
|
85.0
|
|
|
$
|
81.5
|
|
Work in process
|
|
144.0
|
|
|
114.4
|
|
||
Finished goods
|
|
303.1
|
|
|
260.8
|
|
||
Total
|
|
$
|
532.1
|
|
|
$
|
456.7
|
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Land and improvements
|
|
$
|
43.6
|
|
|
$
|
41.6
|
|
Buildings
|
|
685.1
|
|
|
600.2
|
|
||
Machinery and equipment
|
|
2,180.5
|
|
|
2,091.5
|
|
||
Other property and equipment
|
|
107.0
|
|
|
104.3
|
|
||
Construction-in-progress
|
|
177.7
|
|
|
210.1
|
|
||
Property and equipment, gross
|
|
3,193.9
|
|
|
3,047.7
|
|
||
Accumulated depreciation and amortization
(1)
|
|
(2,267.2
|
)
|
|
(2,158.1
|
)
|
||
Property and equipment, net
|
|
$
|
926.7
|
|
|
$
|
889.6
|
|
|
(1)
|
As of June 30, 2016 this amount includes
$0.4 million
related to the accelerated depreciation and amortization of fixed assets related to ceasing operations in Venezuela. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial Statement Operations for further details.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest cost capitalized
|
|
$
|
3.0
|
|
|
$
|
2.3
|
|
|
$
|
6.0
|
|
|
$
|
3.9
|
|
Depreciation and amortization expense for property and
equipment
|
|
$
|
24.5
|
|
|
$
|
21.1
|
|
|
$
|
48.6
|
|
|
$
|
41.7
|
|
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total
|
||||||
Carrying Value at December 31, 2016
|
|
$
|
510.8
|
|
|
$
|
1,372.1
|
|
|
$
|
1,882.9
|
|
Currency translation
|
|
4.8
|
|
|
1.4
|
|
|
6.2
|
|
|||
Carrying Value at June 30, 2017
|
|
$
|
515.6
|
|
|
$
|
1,373.5
|
|
|
$
|
1,889.1
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In millions)
|
Gross
Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
25.8
|
|
|
$
|
(18.6
|
)
|
|
$
|
7.2
|
|
|
$
|
25.0
|
|
|
$
|
(17.5
|
)
|
|
$
|
7.5
|
|
Trademarks and
tradenames
|
0.7
|
|
|
(0.3
|
)
|
|
0.4
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
0.4
|
|
||||||
Capitalized software
|
49.8
|
|
|
(36.1
|
)
|
|
13.7
|
|
|
42.6
|
|
|
(31.2
|
)
|
|
11.4
|
|
||||||
Technology
|
35.8
|
|
|
(26.1
|
)
|
|
9.7
|
|
|
34.4
|
|
|
(24.2
|
)
|
|
10.2
|
|
||||||
Contracts
|
10.6
|
|
|
(9.5
|
)
|
|
1.1
|
|
|
10.6
|
|
|
(8.9
|
)
|
|
1.7
|
|
||||||
Total intangible assets
with definite lives
|
122.7
|
|
|
(90.6
|
)
|
|
32.1
|
|
|
113.2
|
|
|
(82.0
|
)
|
|
31.2
|
|
||||||
Trademarks and tradenames with indefinite lives
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
||||||
Total identifiable
intangible assets
|
$
|
131.6
|
|
|
$
|
(90.6
|
)
|
|
$
|
41.0
|
|
|
$
|
122.1
|
|
|
$
|
(82.0
|
)
|
|
$
|
40.1
|
|
Year
|
Amount
(in millions)
|
||
Remainder of 2017
|
$
|
6.7
|
|
2018
|
7.5
|
|
|
2019
|
4.4
|
|
|
2020
|
2.7
|
|
|
Thereafter
|
10.8
|
|
|
Total
|
$
|
32.1
|
|
|
Sealed Air Restructuring Program
|
||
Approximate positions eliminated by the program
|
1,950
|
|
|
Estimated Program Costs (in millions):
|
|
|
|
Costs of reduction in headcount as a result of reorganization
|
$235-$245
|
|
|
Other expenses associated with the Program
|
155-160
|
|
|
Total expense
|
$390-$405
|
|
|
Capital expenditures
|
250-255
|
|
|
Proceeds, foreign exchange and other cash items
|
(70)-(75)
|
|
|
Total estimated net cash cost
|
$570-$585
|
|
|
Program to Date Cumulative Expense (in millions):
|
|
||
Costs of reduction in headcount as a result of reorganization
|
$
|
231
|
|
Other expenses associated with the Program
|
117
|
|
|
Total Cumulative Expense
|
$
|
348
|
|
Cumulative Capital expenditures
|
$
|
228
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Continuing Operations
|
|
|
|
|
|
|
|
|
||||||||
Other associated costs
|
|
$
|
5.9
|
|
|
$
|
4.1
|
|
|
$
|
9.8
|
|
|
$
|
8.0
|
|
Restructuring charges
|
|
2.0
|
|
|
0.9
|
|
|
3.9
|
|
|
0.7
|
|
||||
Total charges from continuing operations
|
|
$
|
7.9
|
|
|
$
|
5.0
|
|
|
$
|
13.7
|
|
|
$
|
8.7
|
|
Charges included in discontinued operations
|
|
4.3
|
|
|
1.8
|
|
|
2.6
|
|
|
4.2
|
|
||||
Total Charges
|
|
$
|
12.2
|
|
|
$
|
6.8
|
|
|
$
|
16.3
|
|
|
$
|
12.9
|
|
Capital Expenditures
|
|
$
|
4.0
|
|
|
$
|
37.9
|
|
|
$
|
13.9
|
|
|
$
|
57.0
|
|
(In millions)
|
|
||
Restructuring accrual at December 31, 2016
|
$
|
47.4
|
|
Accrual and accrual adjustments
|
3.9
|
|
|
Cash payments during 2017
|
(21.1
|
)
|
|
Effect of changes in foreign currency exchange rates
|
0.9
|
|
|
Restructuring accrual at June 30, 2017
|
$
|
31.1
|
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Short-term borrowings
(1)
|
|
$
|
358.0
|
|
|
$
|
83.0
|
|
Current portion of long-term debt
(2)
|
|
297.5
|
|
|
297.0
|
|
||
Total current debt
|
|
655.5
|
|
|
380.0
|
|
||
Term Loan A due July 2019
(2)
|
|
807.5
|
|
|
818.3
|
|
||
6.50% Senior Notes due December 2020
|
|
423.3
|
|
|
423.1
|
|
||
4.875% Senior Notes due December 2022
|
|
420.0
|
|
|
419.6
|
|
||
5.25% Senior Notes due April 2023
|
|
420.0
|
|
|
419.7
|
|
||
4.50% Senior Notes due September 2023
|
|
453.9
|
|
|
416.7
|
|
||
5.125% Senior Notes due December 2024
|
|
420.5
|
|
|
420.2
|
|
||
5.50% Senior Notes due September 2025
|
|
396.5
|
|
|
396.4
|
|
||
6.875% Senior Notes due July 2033
|
|
445.3
|
|
|
445.3
|
|
||
Other
|
|
3.1
|
|
|
3.3
|
|
||
Total long-term debt, less current portion
(4)
|
|
3,790.1
|
|
|
3,762.6
|
|
||
Total debt
(3)(5)
|
|
$
|
4,445.6
|
|
|
$
|
4,142.6
|
|
|
(1)
|
Short-term borrowings of
$358.0 million
at
June 30, 2017
are comprised primarily of
$113.1 million
outstanding under our European accounts receivable securitization program,
$95.0 million
outstanding under our revolving credit facility,
$82.0 million
of short term borrowings outstanding under our U.S. accounts receivable securitization program and
$67.9 million
of short term borrowings from various lines of credit. Short-term borrowings at
December 31, 2016
were comprised primarily of
$83.0 million
of short-term borrowings from various lines of credit.
|
(2)
|
Term Loan A facility due
July 2019
has required prepayments which are due in the first quarter of 2018 and the outstanding balance of the Term Loan A facility due in
July 2017
are included in the current portion of long-term debt.
|
(3)
|
As of
June 30, 2017
, our weighted average interest rate on our short-term borrowings outstanding was
2.7%
and on our long-term debt outstanding was
4.7%
. As of
December 31, 2016
, our weighted average interest rate on our short-term borrowings outstanding was
4.8%
and on our long-term debt outstanding was
4.7%
.
|
(4)
|
Amounts are net of unamortized discounts and issuance costs of
$33.3 million
as
June 30, 2017
and
$36.3 million
as of
December 31, 2016
.
|
(5)
|
Long-term debt instruments are listed in order of priority.
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Used lines of credit
(1)(2)
|
|
$
|
358.0
|
|
|
$
|
83.0
|
|
Unused lines of credit
|
|
798.7
|
|
|
1,074.4
|
|
||
Total available lines of credit
(3)
|
|
$
|
1,156.7
|
|
|
$
|
1,157.4
|
|
|
(1)
|
Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries.
|
(2)
|
As of
June 30, 2017
and
December 31, 2016
, there were
$26.3 million
and
$25.4 million
of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet.
|
(3)
|
Of the total available lines of credit,
$896.3 million
were committed as of
June 30, 2017
.
|
|
Cash Flow
|
|
Net Investment Hedge
|
|
Non-Designated
|
|
Total
|
||||||||||||||||||||||||
(In millions)
|
June 30,
2017 |
|
December 31, 2016
|
|
June 30,
2017 |
|
December 31, 2016
|
|
June 30,
2017 |
|
December 31, 2016
|
|
June 30,
2017 |
|
December 31, 2016
|
||||||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
forward contracts
(2)
|
$
|
0.4
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
11.4
|
|
|
$
|
10.5
|
|
|
$
|
16.3
|
|
Interest rate
currency swaps
(2)
|
23.3
|
|
|
23.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|
23.9
|
|
||||||||
Total Derivative
Assets
|
$
|
23.7
|
|
|
$
|
28.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
11.4
|
|
|
$
|
33.8
|
|
|
$
|
40.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
forward contracts
(2)
|
$
|
(2.0
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15.9
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
(17.9
|
)
|
|
$
|
(11.6
|
)
|
Cross-currency swaps
|
—
|
|
|
—
|
|
|
(42.1
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|
(42.1
|
)
|
|
(5.3
|
)
|
||||||||
Total Derivative
Liabilities
(1)
|
$
|
(2.0
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(42.1
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
(60.0
|
)
|
|
$
|
(16.9
|
)
|
Net Derivatives
(3)
|
$
|
21.7
|
|
|
$
|
28.7
|
|
|
$
|
(42.1
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(26.2
|
)
|
|
$
|
23.3
|
|
|
(1)
|
Excludes
€400.0 million
of euro-denominated debt (
$453.9 million
equivalent at
June 30, 2017
and
$416.7 million
equivalent at
December 31, 2016
), designated as a net investment hedge.
|
(2)
|
Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet. As of June 30, 2017, $
(1.5) million
related to foreign currency forward contracts and $
23.3 million
related to interest rate and currency swaps were reclassified to assets held for sale. As of December 31, 2016, $
(1.4) million
related to foreign currency forward contracts were reclassified to liabilities held for sale and $
23.9 million
related to interest rate and currency swaps were reclassified to assets held for sale. These financial instruments have been classified as Level 2 Inputs. Refer to Note 12 “Fair Value Measurements and Other Financial Instruments” for discussion of the inputs and valuation techniques used.
|
(3)
|
The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification:
|
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Other Non-current Assets
|
|
Other Non-current Liabilities
|
||||||||||||||||||||||||
(In millions)
|
June 30,
2017 |
|
December 31, 2016
|
|
June 30,
2017 |
|
December 31, 2016
|
|
June 30,
2017 |
|
December 31, 2016
|
|
June 30,
2017 |
|
December 31, 2016
|
||||||||||||||||
Gross position
|
$
|
16.8
|
|
|
$
|
22.6
|
|
|
$
|
(18.0
|
)
|
|
$
|
(11.6
|
)
|
|
$
|
17.1
|
|
|
$
|
17.6
|
|
|
$
|
(42.1
|
)
|
|
$
|
(5.3
|
)
|
Reclassified to held for
sale
(1)
|
(6.5
|
)
|
|
(7.3
|
)
|
|
1.8
|
|
|
2.3
|
|
|
(17.1
|
)
|
|
(17.6
|
)
|
|
—
|
|
|
—
|
|
||||||||
Impact of master netting
agreements
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net amounts recognized
on the Condensed
Consolidated
Balance Sheet
|
$
|
10.2
|
|
|
$
|
15.1
|
|
|
$
|
(16.1
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(42.1
|
)
|
|
$
|
(5.3
|
)
|
|
(1)
|
Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet.
|
|
|
Amount of Gain (Loss) Recognized in
Earnings on Derivatives
|
||||||||||||||
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
(1)(4)
|
|
$
|
1.3
|
|
|
$
|
(1.5
|
)
|
|
$
|
1.9
|
|
|
$
|
0.2
|
|
Interest rate and currency swaps
(2)(4)
|
|
2.7
|
|
|
(13.3
|
)
|
|
(1.1
|
)
|
|
(24.2
|
)
|
||||
Treasury locks
(3)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Sub-total cash flow hedges
|
|
4.0
|
|
|
(14.8
|
)
|
|
0.9
|
|
|
(23.9
|
)
|
||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
(4)
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|
5.6
|
|
|
(18.7
|
)
|
||||
Total
|
|
$
|
0.7
|
|
|
$
|
(22.9
|
)
|
|
$
|
6.7
|
|
|
$
|
(42.4
|
)
|
|
(1)
|
Amounts recognized on the foreign currency forward contracts were included in cost of sales during the
three and six
months ended
June 30, 2017
and other (expense) income, net in the
three and six
months ended
June 30, 2016
.
|
(2)
|
Amounts recognized on the interest rate and currency swaps for the three months ended
June 30, 2017
and
2016
, included a
$3.6 million
gain and
$11.9 million
loss, respectively, which is included in other (expense) income, net and interest (expense) income of
$(1.0) million
and
$1.4 million
, respectively, related to the hedge of the interest payments. Amounts recognized on the interest rate and currency swaps for the
six
months ended
June 30, 2017
and
2016
, included a
$1.0 million
gain and
$21.7 million
loss, respectively, which is included in other (expense) income, net and interest (expense) income of
$(2.1) million
and
$2.4 million
, respectively, related to the hedge of the interest payments.
|
(3)
|
Amounts recognized on the treasury locks were included in interest expense which is related to amortization of terminated interest rate swaps.
|
(4)
|
Amounts related to Diversey have been reclassified to earnings from discontinued operations before income tax provision on the Condensed Consolidated Statement of Operations. For the three months ended June 30, 2017 and June 30, 2016 there was $
4.5 million
and $
(13.0) million
reclassified, respectively. For the six months ended June 30, 2017 and June 30, 2016 there was $
5.0 million
and $
(19.6) million
reclassified, respectively.
|
•
|
Level 1 Inputs:
Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
|
•
|
Level 2 Inputs:
Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
|
•
|
Level 3 Inputs:
Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
|
|
|
June 30, 2017
|
||||||||||||||
(In millions)
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
|
$
|
47.7
|
|
|
$
|
47.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensating balance deposits
|
|
$
|
54.9
|
|
|
$
|
54.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial and hedging instruments net asset
(liability):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts and options
|
|
$
|
(7.5
|
)
|
|
$
|
—
|
|
|
$
|
(7.5
|
)
|
|
$
|
—
|
|
Interest rate and currency swaps
|
|
$
|
23.3
|
|
|
$
|
—
|
|
|
$
|
23.3
|
|
|
$
|
—
|
|
Cross-currency swaps
|
|
$
|
(42.1
|
)
|
|
$
|
—
|
|
|
$
|
(42.1
|
)
|
|
$
|
—
|
|
|
|
December 31, 2016
|
||||||||||||||
(In millions)
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
|
$
|
71.3
|
|
|
$
|
71.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Compensating balance deposits
|
|
$
|
52.9
|
|
|
$
|
52.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial and hedging instruments net asset
(liability):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
Interest rate and currency swaps
|
|
$
|
23.9
|
|
|
$
|
—
|
|
|
$
|
23.9
|
|
|
$
|
—
|
|
Cross-currency swaps
|
|
$
|
(5.3
|
)
|
|
$
|
—
|
|
|
$
|
(5.3
|
)
|
|
$
|
—
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
|
Carrying Amount
|
|
Fair
Value |
|
Carrying Amount
|
|
Fair
Value |
||||||||
Term Loan A Facility due July 2017
|
|
$
|
1,058.9
|
|
|
$
|
1,058.9
|
|
|
$
|
249.9
|
|
|
$
|
249.9
|
|
Term Loan A Facility due July 2019
(1)
|
|
250.0
|
|
|
250.0
|
|
|
1,067.8
|
|
|
1,067.8
|
|
||||
6.50% Senior Notes due December 2020
|
|
423.3
|
|
|
473.1
|
|
|
423.1
|
|
|
477.3
|
|
||||
4.875% Senior Notes due December 2022
|
|
420.0
|
|
|
451.6
|
|
|
419.6
|
|
|
437.6
|
|
||||
5.25% Senior Notes due April 2023
|
|
420.0
|
|
|
455.2
|
|
|
419.7
|
|
|
441.1
|
|
||||
4.50% Senior Notes due September 2023
(1)
|
|
453.9
|
|
|
510.3
|
|
|
416.7
|
|
|
453.4
|
|
||||
5.125% Senior Notes due December 2024
|
|
420.5
|
|
|
455.0
|
|
|
420.2
|
|
|
437.3
|
|
||||
5.50% Senior Notes due September 2025
|
|
396.5
|
|
|
435.4
|
|
|
396.4
|
|
|
418.8
|
|
||||
6.875% Senior Notes due July 2033
|
|
445.3
|
|
|
512.7
|
|
|
445.3
|
|
|
462.7
|
|
||||
Other foreign loans
(1)
|
|
210.0
|
|
|
210.4
|
|
|
78.9
|
|
|
79.2
|
|
||||
Other domestic loans
|
|
179.1
|
|
|
178.8
|
|
|
21.4
|
|
|
21.3
|
|
||||
Total debt
|
|
$
|
4,677.5
|
|
|
$
|
4,991.4
|
|
|
$
|
4,359.0
|
|
|
$
|
4,546.4
|
|
Less amounts included as liabilities held for sale
|
|
231.9
|
|
|
233.3
|
|
|
216.4
|
|
|
216.4
|
|
||||
Total debt from continuing operations
|
|
$
|
4,445.6
|
|
|
$
|
4,758.1
|
|
|
$
|
4,142.6
|
|
|
$
|
4,330.0
|
|
|
(1)
|
Includes borrowings denominated in currencies other than U.S. dollars.
|
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
||||||||||||||||||||
(In millions)
|
|
U.S.
|
|
International
|
|
Total
|
|
U.S.
|
|
International
|
|
Total
|
||||||||||||
Components of net periodic benefit cost or
(income):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
1.9
|
|
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
2.5
|
|
|
$
|
2.6
|
|
Interest cost
|
|
1.7
|
|
|
5.3
|
|
|
7.0
|
|
|
1.9
|
|
|
6.5
|
|
|
8.4
|
|
||||||
Expected return on plan assets
|
|
(2.4
|
)
|
|
(10.2
|
)
|
|
(12.6
|
)
|
|
(2.5
|
)
|
|
(9.0
|
)
|
|
(11.5
|
)
|
||||||
Amortization of net prior service cost
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Amortization of net actuarial loss
|
|
0.2
|
|
|
2.6
|
|
|
2.8
|
|
|
0.5
|
|
|
2.1
|
|
|
2.6
|
|
||||||
Net periodic benefit cost (income)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
||||||
Cost of settlement/curtailment
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Total benefit cost (income)
|
|
$
|
0.4
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2016 |
||||||||||||||||||||
(In millions)
|
|
U.S.
|
|
International
|
|
Total
|
|
U.S.
|
|
International
|
|
Total
|
||||||||||||
Components of net periodic benefit cost
(income):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
3.9
|
|
|
$
|
4.0
|
|
|
$
|
0.2
|
|
|
$
|
5.0
|
|
|
$
|
5.2
|
|
Interest cost
|
|
3.5
|
|
|
10.6
|
|
|
14.1
|
|
|
3.8
|
|
|
12.9
|
|
|
16.7
|
|
||||||
Expected return on plan assets
|
|
(4.9
|
)
|
|
(20.3
|
)
|
|
(25.2
|
)
|
|
(5.0
|
)
|
|
(18.1
|
)
|
|
(23.1
|
)
|
||||||
Amortization of net prior service cost
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Amortization of net actuarial loss
|
|
0.4
|
|
|
5.2
|
|
|
5.6
|
|
|
1.0
|
|
|
4.4
|
|
|
5.4
|
|
||||||
Net periodic benefit cost (income)
|
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
4.3
|
|
|
4.3
|
|
||||||
Cost of settlement/curtailment
|
|
0.8
|
|
|
0.5
|
|
|
1.3
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Total benefit cost (income)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
4.1
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost or (income):
|
|
|
|
|
|
|
|
|
||||||||
Service costs
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
0.4
|
|
|
0.4
|
|
|
0.9
|
|
|
0.9
|
|
||||
Amortization of net prior service cost
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
||||
Amortization of net actuarial loss
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Defined benefit pension plans
|
|
$
|
(0.2
|
)
|
|
$
|
1.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
2.4
|
|
Other employee benefit plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total (income) expense included in discontinued operations
|
|
$
|
(0.2
|
)
|
|
$
|
1.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
2.4
|
|
•
|
product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formula. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our Condensed Consolidated Balance Sheet or Statement of Operations; and
|
•
|
licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third party infringement claims.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total share-based incentive compensation expense
(1)(2)
|
|
$
|
13.7
|
|
|
$
|
17.0
|
|
|
$
|
25.3
|
|
|
$
|
32.0
|
|
|
(1)
|
The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to SARs and certain cash-based awards, however, the amounts include the expense related to share based awards that are settled in cash.
|
(2)
|
Of the consolidated share-based incentive compensation expense,
$2.7 million
and
$6.2 million
for the three and six months ended June 30, 2017, respectively, and
$2.8 million
and
$6.2 million
for the three and six months ended June 30, 2016, respectively, were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations.
|
|
|
TSR
|
|
Net Sales CAGR
|
|
Adjusted EBITDA
|
||||||
Number of units granted
|
|
100,958
|
|
|
99,522
|
|
|
99,522
|
|
|||
Fair value on grant date
(1)
|
|
$
|
46.07
|
|
|
$
|
45.36
|
|
|
$
|
45.36
|
|
|
(1)
|
Certain grants of the 2017
Three
-year PSU awards were modified during the three months ended June 30, 2017. The impact to our total share-based incentive compensation expense and Condensed Consolidated Statement of Operations is not material.
|
|
TSR portion of the 2017 PSU Award
|
|
Expected price volatility
|
25.0
|
%
|
Risk-free interest rate
|
1.6
|
%
|
(In millions)
|
|
Unrecognized
Pension Items
|
|
Cumulative
Translation
Adjustment
|
|
Unrecognized Gains
(Losses) on
Derivative
Instruments
for net
investment
hedge
|
|
Unrecognized Gains
(Losses) on
Derivative
Instruments
for cash flow hedge
|
|
Accumulated Other
Comprehensive
Income
(Loss), Net of Taxes
|
||||||||||
Balance at December 31, 2015
|
|
$
|
(266.0
|
)
|
|
$
|
(564.0
|
)
|
|
$
|
1.7
|
|
|
$
|
8.3
|
|
|
$
|
(820.0
|
)
|
Other comprehensive income (loss) before
reclassifications
|
|
0.2
|
|
|
30.5
|
|
|
(7.1
|
)
|
|
(20.6
|
)
|
|
3.0
|
|
|||||
Less: amounts reclassified from accumulated
other comprehensive income (loss) |
|
3.6
|
|
|
(46.0
|
)
|
|
—
|
|
|
15.9
|
|
|
(26.5
|
)
|
|||||
Net current period other comprehensive income
(loss) |
|
3.8
|
|
|
(15.5
|
)
|
|
(7.1
|
)
|
|
(4.7
|
)
|
|
(23.5
|
)
|
|||||
Balance at June 30, 2016
(1)
|
|
$
|
(262.2
|
)
|
|
$
|
(579.5
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
3.6
|
|
|
$
|
(843.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2016
|
|
$
|
(276.7
|
)
|
|
$
|
(701.9
|
)
|
|
$
|
21.0
|
|
|
$
|
8.5
|
|
|
$
|
(949.1
|
)
|
Other comprehensive income (loss) before
reclassifications |
|
1.8
|
|
|
73.8
|
|
|
(44.4
|
)
|
|
(5.3
|
)
|
|
25.9
|
|
|||||
Less: amounts reclassified from accumulated
other comprehensive income (loss) |
|
3.5
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
2.6
|
|
|||||
Net current period other comprehensive income
(loss) |
|
5.3
|
|
|
73.8
|
|
|
(44.4
|
)
|
|
(6.2
|
)
|
|
28.5
|
|
|||||
Balance at June 30, 2017
(1)
|
|
$
|
(271.4
|
)
|
|
$
|
(628.1
|
)
|
|
$
|
(23.4
|
)
|
|
$
|
2.3
|
|
|
$
|
(920.6
|
)
|
|
(1)
|
The ending balance in AOCI includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was
$(23.3) million
as of
June 30, 2017
and
$(23.3) million
as of
June 30, 2016
.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
|
||||||||||||
(In millions)
|
|
2017
(1)
|
|
2016
(1)
|
|
2017
(1)
|
|
2016
(1)
|
|
Location of Amount
Reclassified from AOCI
|
||||||||
Defined benefit pension plans and other post-employment benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service costs
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
(2)
|
Actuarial losses
|
|
(2.7
|
)
|
|
(2.6
|
)
|
|
(5.5
|
)
|
|
(5.4
|
)
|
|
(2)
|
||||
Total pre-tax amount
|
|
(2.3
|
)
|
|
(2.4
|
)
|
|
(4.6
|
)
|
|
(4.8
|
)
|
|
|
||||
Tax (expense) benefit
|
|
0.5
|
|
|
0.6
|
|
|
1.1
|
|
|
1.2
|
|
|
|
||||
Net of tax
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
(3.5
|
)
|
|
(3.6
|
)
|
|
|
||||
Reclassification from cumulative translation adjustment:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charges related to Venezuelan subsidiaries
|
|
—
|
|
|
46.0
|
|
|
—
|
|
|
46.0
|
|
|
(5)
|
||||
Net gains (losses) on cash flow hedging derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
1.3
|
|
|
(1.5
|
)
|
|
1.9
|
|
|
0.2
|
|
|
(3)(4)
Other income (expense), net
|
||||
Interest rate and currency swaps
|
|
2.8
|
|
|
(13.2
|
)
|
|
(0.9
|
)
|
|
(24.0
|
)
|
|
(3)(4)
|
||||
Treasury locks
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
(3)
Interest expense
|
||||
Total pre-tax amount
|
|
4.1
|
|
|
(14.7
|
)
|
|
1.1
|
|
|
(23.7
|
)
|
|
|
||||
Tax (expense) benefit
|
|
(1.5
|
)
|
|
4.3
|
|
|
(0.2
|
)
|
|
7.8
|
|
|
|
||||
Net of tax
|
|
2.6
|
|
|
(10.4
|
)
|
|
0.9
|
|
|
(15.9
|
)
|
|
|
||||
Total reclassifications for the period
|
|
$
|
0.8
|
|
|
$
|
33.8
|
|
|
$
|
(2.6
|
)
|
|
$
|
26.5
|
|
|
|
|
(1)
|
Amounts in parenthesis indicate changes to earnings (loss).
|
(2)
|
These accumulated other comprehensive components are included in the computation of net periodic benefit costs within cost of sales and selling, general, and administrative expenses on the Condensed Consolidated Statement of Operations.
|
(3)
|
These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 11, “Derivatives and Hedging Activities,” of the Notes to Consolidated Financial Statements for additional details.
|
(4)
|
Amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision.
|
(5)
|
Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to the Note 1 "Organization and Basis of Presentation," of the Condensed Consolidated Financial Statement for further details.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest and dividend income
|
|
$
|
3.2
|
|
|
$
|
2.0
|
|
|
$
|
5.4
|
|
|
$
|
3.6
|
|
Net foreign exchange transaction (losses) gains
|
|
(3.5
|
)
|
|
5.2
|
|
|
(7.5
|
)
|
|
4.8
|
|
||||
Bank fee expense
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|
(3.2
|
)
|
|
(2.7
|
)
|
||||
Net (loss) gain on disposals of business and property and
equipment
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
2.2
|
|
|
(3.1
|
)
|
||||
Other, net
|
|
(2.1
|
)
|
|
(0.8
|
)
|
|
(3.1
|
)
|
|
(1.6
|
)
|
||||
Other (expense) income, net
|
|
$
|
(3.9
|
)
|
|
$
|
4.5
|
|
|
$
|
(6.2
|
)
|
|
$
|
1.0
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per share amounts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic Net Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) earnings available to common stockholders
|
|
$
|
87.8
|
|
|
$
|
49.6
|
|
|
$
|
44.6
|
|
|
$
|
152.0
|
|
Distributed and allocated undistributed net loss to
non-vested restricted stockholders |
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(1.1
|
)
|
||||
Distributed and allocated undistributed net earnings to
common stockholders |
|
87.2
|
|
|
49.5
|
|
|
44.4
|
|
|
150.9
|
|
||||
Distributed net (loss) earnings - dividends paid to common
stockholders |
|
(30.4
|
)
|
|
(31.5
|
)
|
|
(61.4
|
)
|
|
(56.7
|
)
|
||||
Allocation of undistributed net (loss) earnings to common
stockholders |
|
$
|
56.8
|
|
|
$
|
18.0
|
|
|
$
|
(17.0
|
)
|
|
$
|
94.2
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
|
192.5
|
|
|
195.6
|
|
|
192.9
|
|
|
195.4
|
|
||||
Basic net earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Distributed net earnings to common stockholders
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.32
|
|
|
$
|
0.29
|
|
Allocated undistributed net earnings (loss) to common
stockholders |
|
0.29
|
|
|
0.09
|
|
|
(0.09
|
)
|
|
0.47
|
|
||||
Basic net earnings per common share
(1)
|
|
$
|
0.45
|
|
|
$
|
0.25
|
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
Diluted Net Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Distributed and allocated undistributed net earnings to
common stockholders |
|
$
|
87.2
|
|
|
$
|
49.5
|
|
|
$
|
44.4
|
|
|
$
|
150.9
|
|
Add: Allocated undistributed net earnings to unvested
restricted stockholders |
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
0.7
|
|
||||
Less: Undistributed net earnings (loss) reallocated to
non-vested restricted stockholders |
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
Net earnings available to common stockholders - diluted
|
|
$
|
87.2
|
|
|
$
|
49.5
|
|
|
$
|
44.4
|
|
|
$
|
150.9
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
|
192.5
|
|
|
195.6
|
|
|
192.9
|
|
|
195.4
|
|
||||
Effect of contingently issuable shares
|
|
0.7
|
|
|
0.9
|
|
|
0.7
|
|
|
0.8
|
|
||||
Effect of unvested restricted stock units
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
||||
Weighted average number of common shares
outstanding - diluted under two-class |
|
194.2
|
|
|
197.5
|
|
|
194.6
|
|
|
197.2
|
|
||||
Effect of unvested restricted stock - participating security
|
|
0.6
|
|
|
0.9
|
|
|
0.7
|
|
|
0.8
|
|
||||
Weighted average number of common shares
outstanding - diluted under treasury stock |
|
194.8
|
|
|
198.4
|
|
|
195.3
|
|
|
198.0
|
|
||||
Diluted net earnings per common share
(1)
|
|
$
|
0.45
|
|
|
$
|
0.25
|
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
|
(1)
|
The Company early adopted ASU 2016-09 on a prospective basis as required, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional
456,352
and
436,288
diluted weighted average number of common shares outstanding for the three and six months ended June 30, 2016, respectively, and recognition of excess tax benefits of
$9.6 million
in net earnings from continuing operations and
$1.0 million
in net earnings from discontinued operations for the six months ended June 30, 2016 (there was
no
impact for the three months ended June 30, 2016). As a result, net earnings per common share increased by
$0.05
per share for the six months ended June 30, 2016 and
no
impact for the three months ended June 30, 2016. Refer to Note 2, “Recently Issued Accounting Standards,” of the Notes to the Condensed Consolidated Financial Statements for further details.
|
|
|
Three Months Ended
June 30,
|
|
%
|
|
Six Months Ended
June 30,
|
|
%
|
||||||||||||||
(In millions, except per share amounts)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Net sales
|
|
$
|
1,070.3
|
|
|
$
|
1,038.9
|
|
|
3.0
|
%
|
|
$
|
2,102.5
|
|
|
$
|
2,044.8
|
|
|
2.8
|
%
|
Gross profit
|
|
$
|
344.3
|
|
|
$
|
349.6
|
|
|
(1.5
|
)%
|
|
680.7
|
|
|
$
|
685.2
|
|
|
(0.7
|
)%
|
|
As a % of net sales
|
|
32.2
|
%
|
|
33.7
|
%
|
|
|
|
32.4
|
%
|
|
33.5
|
%
|
|
|
||||||
Operating profit
|
|
$
|
139.4
|
|
|
$
|
147.6
|
|
|
(5.6
|
)%
|
|
$
|
273.1
|
|
|
$
|
295.5
|
|
|
(7.6
|
)%
|
As a % of net sales
|
|
13.0
|
%
|
|
14.2
|
%
|
|
|
|
13.0
|
%
|
|
14.5
|
%
|
|
|
||||||
Net (loss) earnings from continuing operations
|
|
$
|
28.5
|
|
|
$
|
1.6
|
|
|
1,681.3
|
%
|
|
$
|
(25.3
|
)
|
|
$
|
76.5
|
|
|
(133.1
|
)%
|
Net earnings from discontinued operations
|
|
59.3
|
|
|
48.0
|
|
|
23.5
|
%
|
|
69.9
|
|
|
75.5
|
|
|
(7.4
|
)%
|
||||
Net earnings available to common
stockholders
|
|
$
|
87.8
|
|
|
$
|
49.6
|
|
|
77.0
|
%
|
|
$
|
44.6
|
|
|
$
|
152.0
|
|
|
(70.7
|
)%
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.14
|
|
|
$
|
0.01
|
|
|
1,300.0
|
%
|
|
$
|
(0.13
|
)
|
|
$
|
0.38
|
|
|
(134.2
|
)%
|
Discontinued operations
|
|
0.31
|
|
|
0.24
|
|
|
29.2
|
%
|
|
0.36
|
|
|
0.38
|
|
|
(5.3
|
)%
|
||||
Net earnings per common share-basic
|
|
$
|
0.45
|
|
|
$
|
0.25
|
|
|
80.0
|
%
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
|
(69.7
|
)%
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.14
|
|
|
$
|
0.01
|
|
|
1,300.0
|
%
|
|
$
|
(0.13
|
)
|
|
$
|
0.38
|
|
|
(134.2
|
)%
|
Discontinued operations
|
|
0.31
|
|
|
0.24
|
|
|
29.2
|
%
|
|
0.36
|
|
|
0.38
|
|
|
(5.3
|
)%
|
||||
Net earnings per common share-diluted
|
|
$
|
0.45
|
|
|
$
|
0.25
|
|
|
80.0
|
%
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
|
(69.7
|
)%
|
Weighted average numbers of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
192.5
|
|
|
195.6
|
|
|
|
|
|
192.9
|
|
|
195.4
|
|
|
|
|
||||
Diluted
|
|
194.8
|
|
|
198.4
|
|
|
|
|
|
195.3
|
|
|
198.0
|
|
|
|
|
||||
Non-U.S. GAAP Adjusted EBITDA from
continuing operations
(1)
|
|
$
|
196.3
|
|
|
$
|
193.7
|
|
|
1.3
|
%
|
|
$
|
378.2
|
|
|
$
|
379.9
|
|
|
(0.4
|
)%
|
Non-U.S. GAAP Adjusted EPS from
continuing operations
(2)
|
|
$
|
0.35
|
|
|
$
|
0.37
|
|
|
(5.4
|
)%
|
|
$
|
0.78
|
|
|
$
|
0.78
|
|
|
—
|
%
|
|
(1)
|
See Note 4, “Segments” of the Notes to Consolidated Financial Statements for a reconciliation of U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Adjusted EBITDA from continuing operations.
|
(2)
|
See “Diluted Net Earnings per Common Share” for a reconciliation of our U.S. GAAP EPS from continuing operations to our non-U.S. GAAP adjusted EPS from continuing operations.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
(In millions, except per share data)
|
|
Net
Earnings |
|
EPS
|
|
Net
Earnings |
|
EPS
|
|
Net
Earnings |
|
EPS
|
|
Net
Earnings |
|
EPS
|
||||||||||||||||
U.S. GAAP net earnings (loss) and EPS available to common stockholders from continuing operations
(1)
|
|
$
|
28.5
|
|
|
$
|
0.14
|
|
|
$
|
1.6
|
|
|
$
|
0.01
|
|
|
$
|
(25.3
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
76.5
|
|
|
$
|
0.38
|
|
Special items
(2)
|
|
40.0
|
|
|
0.21
|
|
|
71.6
|
|
|
0.36
|
|
|
178.5
|
|
|
0.91
|
|
|
79.5
|
|
|
0.40
|
|
||||||||
Non-U.S. GAAP adjusted net earnings and adjusted EPS available to common stockholders from continuing operations
|
|
$
|
68.5
|
|
|
$
|
0.35
|
|
|
$
|
73.2
|
|
|
$
|
0.37
|
|
|
$
|
153.2
|
|
|
$
|
0.78
|
|
|
$
|
156.0
|
|
|
$
|
0.78
|
|
Weighted average number of common shares
outstanding - Diluted
|
|
|
|
|
194.8
|
|
|
|
|
|
198.4
|
|
|
|
|
|
195.3
|
|
|
|
|
|
198.0
|
|
|
(1)
|
Net earnings per common share are calculated under the two-class method.
|
(2)
|
Special items include the following:
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Special Items:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other charges
(1)
|
|
$
|
(2.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(0.7
|
)
|
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses
|
|
(5.9
|
)
|
|
(4.1
|
)
|
|
(9.8
|
)
|
|
(8.0
|
)
|
||||
SARs
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Foreign currency exchange loss related to Venezuelan
subsidiaries
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
Charges related to ceasing operations in Venezuela
(1)
|
|
—
|
|
|
(47.3
|
)
|
|
—
|
|
|
(47.3
|
)
|
||||
(Loss) gain on sale of North American foam trays and absorbent pads business and European food trays business
|
|
(0.2
|
)
|
|
—
|
|
|
2.1
|
|
|
(1.6
|
)
|
||||
(Loss) gain related to the sale of other businesses, investments and property, plant and equipment
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(2.1
|
)
|
||||
Charges related to the sale of Diversey
|
|
(17.8
|
)
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
||||
Other special items
(2)
|
|
(1.5
|
)
|
|
1.8
|
|
|
2.6
|
|
|
0.4
|
|
||||
Pre-tax impact of special items
|
|
$
|
(27.6
|
)
|
|
$
|
(52.4
|
)
|
|
$
|
(43.1
|
)
|
|
$
|
(61.9
|
)
|
Tax impact of special items and tax special items
(3)
|
|
(12.4
|
)
|
|
(19.2
|
)
|
|
(135.4
|
)
|
|
(17.6
|
)
|
||||
Net impact of special items
|
|
$
|
(40.0
|
)
|
|
$
|
(71.6
|
)
|
|
$
|
(178.5
|
)
|
|
$
|
(79.5
|
)
|
Weighted average number of common shares outstanding - Diluted
|
|
194.8
|
|
|
$
|
198.4
|
|
|
195.3
|
|
|
198
|
|
|||
Earnings per share impact from special items
|
|
$
|
(0.21
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.91
|
)
|
|
$
|
(0.40
|
)
|
|
(1)
|
Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Condensed Consolidated Financial Statements for further details.
|
(2)
|
Other special items for the six months ended June 30, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. For the three months ended June 30, 2017 other special items primarily included an expense related to the recovered wage tax reserve as well as legal fees associated with restructuring and acquisitions. Other special items for the three and six months ended
June 30, 2016
primarily included a reduction in a non-income tax reserve following the completion of a governmental audit partially offset by legal fees associated with restructuring and acquisitions.
|
(3)
|
Refer to Note 1 to the table below for a description of Special Items related to tax.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
U.S. GAAP Earnings before income tax provision from
continuing operations
|
|
$
|
84.6
|
|
|
$
|
54.6
|
|
|
$
|
167.2
|
|
|
$
|
147.1
|
|
Pre-tax impact of special items
|
|
(27.6
|
)
|
|
(52.4
|
)
|
|
(43.1
|
)
|
|
(61.9
|
)
|
||||
Non-U.S. GAAP Adjusted Earnings before income tax provision
from continuing operations
|
|
$
|
112.2
|
|
|
$
|
107.0
|
|
|
$
|
210.3
|
|
|
$
|
209.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. GAAP Income tax provision from continuing
operations
|
|
$
|
56.1
|
|
|
$
|
53.0
|
|
|
$
|
192.5
|
|
|
$
|
70.6
|
|
Tax Special Items
(1)
|
|
(21.6
|
)
|
|
(21.1
|
)
|
|
(149.9
|
)
|
|
(21.1
|
)
|
||||
Tax impact of special items
|
|
9.2
|
|
|
1.9
|
|
|
14.5
|
|
|
3.5
|
|
||||
Non-U.S. GAAP Adjusted Income tax provision from
continuing operations
|
|
$
|
43.7
|
|
|
$
|
33.8
|
|
|
$
|
57.1
|
|
|
$
|
53.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. GAAP Effective income tax rate
|
|
66.3
|
%
|
|
97.1
|
%
|
|
115.1
|
%
|
|
48.0
|
%
|
||||
Non-U.S. GAAP Adjusted income tax rate
|
|
38.9
|
%
|
|
31.6
|
%
|
|
27.2
|
%
|
|
25.4
|
%
|
|
(1)
|
For the three months and six months ended June 30, 2017, the special tax items included $18 million and $145 million respectively, of tax expense recorded in accordance with the pending sale of Diversey. Refer to Note 14, “Income Taxes,” of the Notes to the Condensed Consolidated Financial Statements for additional information.
|
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||
(In millions)
|
|
2017
|
|
2017
|
||||
Net sales
|
|
$
|
(7.3
|
)
|
|
$
|
(7.9
|
)
|
Cost of sales
|
|
$
|
5.2
|
|
|
$
|
3.3
|
|
Selling, general and administrative expenses
|
|
$
|
0.8
|
|
|
$
|
1.0
|
|
Net earnings
|
|
$
|
(0.8
|
)
|
|
$
|
(2.5
|
)
|
Adjusted EBITDA
|
|
$
|
(1.5
|
)
|
|
$
|
(3.2
|
)
|
|
|
Three Months Ended June 30,
|
|||||||||||||||||||||||||||||||||
(In millions)
|
|
North
America |
|
|
|
EMEA
(2)
|
|
|
|
Latin
America |
|
|
|
APAC
(3)
|
|
|
|
Total
|
|
|
|||||||||||||||
2016 net sales
|
|
$
|
544.8
|
|
|
52.4
|
%
|
|
$
|
248.8
|
|
|
24.0
|
%
|
|
$
|
99.4
|
|
|
9.6
|
%
|
|
$
|
145.9
|
|
|
14.0
|
%
|
|
$
|
1,038.9
|
|
|
|
|
Volume-Units
|
|
49.7
|
|
|
9.1
|
%
|
|
(1.9
|
)
|
|
(0.8
|
)%
|
|
(5.9
|
)
|
|
(5.9
|
)%
|
|
(1.2
|
)
|
|
(0.8
|
)%
|
|
40.7
|
|
|
3.9
|
%
|
|||||
Price/mix
(1)
|
|
(1.3
|
)
|
|
(0.2
|
)%
|
|
(1.4
|
)
|
|
(0.6
|
)%
|
|
1.6
|
|
|
1.6
|
%
|
|
(0.9
|
)
|
|
(0.6
|
)%
|
|
(2.0
|
)
|
|
(0.2
|
)%
|
|||||
Total constant dollar
change (Non-
U.S.GAAP)
|
|
48.4
|
|
|
8.9
|
%
|
|
(3.3
|
)
|
|
(1.4
|
)%
|
|
(4.3
|
)
|
|
(4.3
|
)%
|
|
(2.1
|
)
|
|
(1.4
|
)%
|
|
38.7
|
|
|
3.7
|
%
|
|||||
Foreign currency
translation
|
|
(0.9
|
)
|
|
(0.2
|
)%
|
|
(5.7
|
)
|
|
(2.3
|
)%
|
|
0.2
|
|
|
0.2
|
%
|
|
(0.9
|
)
|
|
(0.6
|
)%
|
|
(7.3
|
)
|
|
(0.7
|
)%
|
|||||
Total change (U.S.
GAAP) |
|
$
|
47.5
|
|
|
8.7
|
%
|
|
$
|
(9.0
|
)
|
|
(3.7
|
)%
|
|
$
|
(4.1
|
)
|
|
(4.1
|
)%
|
|
$
|
(3.0
|
)
|
|
(2.0
|
)%
|
|
$
|
31.4
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
2017 net sales
|
|
$
|
592.3
|
|
|
55.3
|
%
|
|
$
|
239.8
|
|
|
22.4
|
%
|
|
$
|
95.3
|
|
|
8.9
|
%
|
|
$
|
142.9
|
|
|
13.4
|
%
|
|
$
|
1,070.3
|
|
|
|
|
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||||
(In millions)
|
|
North
America
|
|
|
|
EMEA
(2)
|
|
|
|
Latin
America
|
|
|
|
APAC
(3)
|
|
|
|
Total
|
|
|
|||||||||||||||
2016 net sales
|
|
$
|
1,076.4
|
|
|
52.6
|
%
|
|
$
|
484.2
|
|
|
23.7
|
%
|
|
$
|
190.3
|
|
|
9.3
|
%
|
|
$
|
293.9
|
|
|
14.4
|
%
|
|
$
|
2,044.8
|
|
|
|
|
Volume-Units
|
|
89.1
|
|
|
8.3
|
%
|
|
(5.5
|
)
|
|
(1.1
|
)%
|
|
(4.6
|
)
|
|
(2.4
|
)%
|
|
—
|
|
|
—
|
%
|
|
79.0
|
|
|
3.9
|
%
|
|||||
Price/mix
(1)
|
|
(10.5
|
)
|
|
(1.0
|
)%
|
|
(6.1
|
)
|
|
(1.3
|
)%
|
|
5.3
|
|
|
2.8
|
%
|
|
(2.1
|
)
|
|
(0.7
|
)%
|
|
(13.4
|
)
|
|
(0.7
|
)%
|
|||||
Total constant dollar
change (Non-
U.S.GAAP)
|
|
78.6
|
|
|
7.3
|
%
|
|
(11.6
|
)
|
|
(2.4
|
)%
|
|
0.7
|
|
|
0.4
|
%
|
|
(2.1
|
)
|
|
(0.7
|
)%
|
|
65.6
|
|
|
3.2
|
%
|
|||||
Foreign currency
translation
|
|
(0.3
|
)
|
|
—
|
%
|
|
(13.7
|
)
|
|
(2.8
|
)%
|
|
1.7
|
|
|
0.9
|
%
|
|
4.4
|
|
|
1.5
|
%
|
|
(7.9
|
)
|
|
(0.4
|
)%
|
|||||
Total change (U.S.
GAAP)
|
|
$
|
78.3
|
|
|
7.3
|
%
|
|
$
|
(25.3
|
)
|
|
(5.2
|
)%
|
|
$
|
2.4
|
|
|
1.3
|
%
|
|
$
|
2.3
|
|
|
0.8
|
%
|
|
$
|
57.7
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
2017 net sales
|
|
$
|
1,154.7
|
|
|
54.9
|
%
|
|
$
|
458.9
|
|
|
21.8
|
%
|
|
$
|
192.7
|
|
|
9.2
|
%
|
|
$
|
296.2
|
|
|
14.1
|
%
|
|
$
|
2,102.5
|
|
|
|
|
(1)
|
Our price/mix reported above includes the net impact of our pricing actions and rebates as well as the period-to-period change in the mix of products sold. Also included in our reported price/mix is the net effect of some of our customers purchasing our products in non-U.S. dollar or euro-denominated countries at selling prices denominated in U.S. dollars or euros. This primarily arises when we export products from the U.S. and euro-zone countries. The impact to our reported price/mix of these purchases in other countries at selling prices denominated in U.S. dollars or euros was not material in the periods included in the table above.
|
(2)
|
EMEA = Europe, Middle East and Africa
|
(3)
|
APAC = Asia, Australia, New Zealand, Japan and Korea
|
|
|
Three Months Ended June 30,
|
|||||||||||||||||||
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total Company
|
|||||||||||||||
2016 Net Sales
|
|
$
|
664.6
|
|
|
64.0
|
%
|
|
$
|
374.3
|
|
|
36.0
|
%
|
|
$
|
1,038.9
|
|
|
|
|
Volume - Units
|
|
17.9
|
|
|
2.7
|
%
|
|
22.8
|
|
|
6.1
|
%
|
|
40.7
|
|
|
3.9
|
%
|
|||
Price/mix
(1)
|
|
(0.4
|
)
|
|
(0.1
|
)%
|
|
(1.6
|
)
|
|
(0.4
|
)%
|
|
(2.0
|
)
|
|
(0.2
|
)%
|
|||
Total constant dollar change (Non-U.S.
GAAP)
|
|
17.5
|
|
|
2.6
|
%
|
|
21.2
|
|
|
5.7
|
%
|
|
38.7
|
|
|
3.7
|
%
|
|||
Foreign currency translation
|
|
(2.6
|
)
|
|
(0.4
|
)%
|
|
(4.7
|
)
|
|
(1.3
|
)%
|
|
(7.3
|
)
|
|
(0.7
|
)%
|
|||
Total change (U.S. GAAP)
|
|
$
|
14.9
|
|
|
2.2
|
%
|
|
$
|
16.5
|
|
|
4.4
|
%
|
|
$
|
31.4
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2017 Net Sales
|
|
$
|
679.5
|
|
|
63.5
|
%
|
|
$
|
390.8
|
|
|
36.5
|
%
|
|
$
|
1,070.3
|
|
|
|
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total Company
|
|||||||||||||||
2016 Net Sales
|
|
$
|
1,303.0
|
|
|
63.7
|
%
|
|
$
|
741.8
|
|
|
36.3
|
%
|
|
$
|
2,044.8
|
|
|
|
|
Volume - Units
|
|
37.7
|
|
|
2.9
|
%
|
|
41.3
|
|
|
5.6
|
%
|
|
79.0
|
|
|
3.9
|
%
|
|||
Price/mix
(1)
|
|
(6.6
|
)
|
|
(0.5
|
)%
|
|
(6.8
|
)
|
|
(0.9
|
)%
|
|
(13.4
|
)
|
|
(0.7
|
)%
|
|||
Total constant dollar change (Non-U.S.
GAAP)
|
|
31.1
|
|
|
2.4
|
%
|
|
34.5
|
|
|
4.7
|
%
|
|
65.6
|
|
|
3.2
|
%
|
|||
Foreign currency translation
|
|
1.0
|
|
|
0.1
|
%
|
|
(8.9
|
)
|
|
(1.2
|
)%
|
|
(7.9
|
)
|
|
(0.4
|
)%
|
|||
Total change (U.S. GAAP)
|
|
$
|
32.1
|
|
|
2.5
|
%
|
|
$
|
25.6
|
|
|
3.5
|
%
|
|
$
|
57.7
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2017 Net Sales
|
|
$
|
1,335.1
|
|
|
63.5
|
%
|
|
$
|
767.4
|
|
|
36.5
|
%
|
|
$
|
2,102.5
|
|
|
|
|
(1)
|
Our price/mix reported above includes the net impact of our pricing actions and rebates as well as the period-to-period change in the mix of products sold. Also included in our reported price/mix is the net effect of some of our customers purchasing our products in non-U.S. dollar or euro-denominated countries at selling prices denominated in U.S. dollars or euros. This primarily arises when we export products from the U.S. and euro-zone countries. The impact to our reported price/mix of these purchases in other countries at selling prices denominated in U.S. dollars or euros was not material in the periods included in the table above.
|
•
|
higher unit volumes of $30 million, reflecting an increase in North America on strong demand of protein packaging and an increase in EMEA.
|
•
|
lower unit volumes of $12 million in Latin America reflecting continued economic uncertainty and social and political instability, as well as APAC which was negatively impacted by historically low slaughter rates in Australia; and
|
•
|
unfavorable price/mix of less than $1 million, reflecting an decrease in EMEA, due primarily to pricing initiatives implemented to offset currency devaluation, which were partially offset by favorable price/mix in North America and Latin America.
|
•
|
higher unit volumes of $56 million, reflecting an increase in North America on strong demand of protein packaging.
|
•
|
lower unit volumes of $18 million primarily due to historically low slaughter rates in Australia and lower unit volumes in Latin America and EMEA reflecting continued economic uncertainty and social and political instability; and
|
•
|
unfavorable price/mix of $7 million, reflecting a decrease in EMEA, North America and APAC, due primarily to pricing initiatives implemented to offset currency devaluation, which were partially offset by favorable price/mix in Latin America.
|
•
|
higher unit volumes of $27 million, primarily in North America due to ongoing strength in the e-Commerce and third party logistics markets as well as increased volume units in APAC.
|
•
|
lower unit volumes of $4 million primarily due to rationalization efforts, declines in EMEA and Latin America due to the economic and political environment, and weakness in the industrial sectors; and
|
•
|
unfavorable price/mix of $2 million primarily related to the increase of e-Commerce volumes in North America.
|
•
|
higher unit volumes of $43 million, primarily in North America due to ongoing strength in the e-Commerce and third party logistics markets as well as increased volume units in APAC.
|
•
|
unfavorable price/mix of $7 million primarily related to the increase of e-Commerce volumes in North America; and
|
•
|
lower unit volumes of $2 million primarily due to rationalization efforts, declines in EMEA and Latin America due to economic and political environment, and weakness in the industrial sectors.
|
|
|
Three Months Ended
June 30,
|
|
%
|
|
Six Months Ended
June 30,
|
|
%
|
||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Net sales
|
|
$
|
1,070.3
|
|
|
$
|
1,038.9
|
|
|
3.0
|
%
|
|
$
|
2,102.5
|
|
|
$
|
2,044.8
|
|
|
2.8
|
%
|
Cost of sales
|
|
726.0
|
|
|
689.3
|
|
|
5.3
|
%
|
|
1,421.8
|
|
|
1,359.6
|
|
|
4.6
|
%
|
||||
As a % of net sales
|
|
67.8
|
%
|
|
66.3
|
%
|
|
|
|
67.6
|
%
|
|
66.5
|
%
|
|
|
|
|
Three Months Ended
June 30,
|
|
%
|
|
Six Months Ended
June 30,
|
|
%
|
||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Selling, general and administrative expenses
|
|
$
|
201.8
|
|
|
$
|
197.3
|
|
|
2.3
|
%
|
|
$
|
397.6
|
|
|
$
|
382.4
|
|
|
4.0
|
%
|
As a % of net sales
|
|
18.9
|
%
|
|
19.0
|
%
|
|
|
|
18.9
|
%
|
|
18.7
|
%
|
|
|
|
|
Three Months Ended
June 30,
|
|
%
|
|
Six Months Ended
June 30,
|
|
%
|
||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Amortization expense of intangible assets
acquired
|
|
$
|
1.1
|
|
|
$
|
3.5
|
|
|
(68.6
|
)%
|
|
$
|
6.1
|
|
|
$
|
6.3
|
|
|
(3.2
|
)%
|
As a % of net sales
|
|
0.1
|
%
|
|
0.3
|
%
|
|
|
|
0.3
|
%
|
|
0.3
|
%
|
|
|
|
|
Three Months Ended
June 30,
|
|
2017 vs.
2016
|
|
Six Months Ended
June 30,
|
|
2017 vs.
2016
|
||||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Interest expense on our various debt instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term Loan A due July 2017
|
|
1.6
|
|
1.2
|
|
0.4
|
|
3.1
|
|
2.5
|
|
0.6
|
||||||||||||
Term Loan A due July 2019 (October 2016 prior to refinance)
|
|
5.7
|
|
5.4
|
|
0.3
|
|
10.9
|
|
9.5
|
|
1.4
|
||||||||||||
Revolving credit facility due July 2019 (October 2016 prior to refinance)
|
|
0.6
|
|
0.6
|
|
—
|
|
|
1.2
|
|
1.2
|
|
—
|
|
||||||||||
6.50% Senior Notes due December 2020
|
|
7.0
|
|
7.0
|
|
—
|
|
|
13.9
|
|
14.0
|
|
(0.1)
|
|||||||||||
4.875% Senior Notes due December 2022
|
|
5.3
|
|
5.4
|
|
(0.1)
|
|
10.7
|
|
10.7
|
|
—
|
|
|||||||||||
5.25% Senior Notes due April 2023
|
|
5.7
|
|
5.8
|
|
(0.1)
|
|
11.5
|
|
11.5
|
|
—
|
|
|||||||||||
4.50% Senior Notes due September 2023
|
|
5.1
|
|
5.1
|
|
—
|
|
|
10.0
|
|
10.2
|
|
(0.2)
|
|||||||||||
5.125% Senior Notes due December 2024
|
|
5.5
|
|
5.5
|
|
—
|
|
|
11.1
|
|
11.1
|
|
—
|
|
||||||||||
5.50% Senior Notes due September 2025
|
|
5.5
|
|
5.6
|
|
(0.1)
|
|
11.1
|
|
11.2
|
|
(0.1)
|
||||||||||||
6.875% Senior Notes due July 2033
|
|
7.7
|
|
7.7
|
|
—
|
|
|
15.5
|
|
15.5
|
|
—
|
|
||||||||||
Other interest expense
|
|
1.2
|
|
3.9
|
|
(2.7)
|
|
3.7
|
|
8.3
|
|
(4.6)
|
||||||||||||
Less: capitalized interest
|
|
—
|
|
|
(2.3)
|
|
2.3
|
|
(3.0)
|
|
(3.9)
|
|
0.9
|
|||||||||||
Total
|
|
$
|
50.9
|
|
|
$
|
50.9
|
|
|
$
|
—
|
|
|
$
|
99.7
|
|
|
$
|
101.8
|
|
|
$
|
(2.1
|
)
|
|
|
Three Months Ended
June 30,
|
|
%
|
|
Six Months Ended
June 30,
|
|
%
|
||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Net (loss) earnings available to common
stockholders from continuing operations
|
|
$
|
28.5
|
|
|
$
|
1.6
|
|
|
1,681.3
|
%
|
|
$
|
(25.3
|
)
|
|
$
|
76.5
|
|
|
(133.1
|
)%
|
|
|
Three Months Ended
June 30,
|
|
%
|
|
Six Months Ended
June 30,
|
|
%
|
||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Earnings from discontinued operations
before income tax (benefit) provision
|
|
$
|
48.2
|
|
|
$
|
68.5
|
|
|
(29.6
|
)%
|
|
$
|
79.9
|
|
|
$
|
88.2
|
|
|
(9.4
|
)%
|
Income tax (benefit) provision from
discontinued operations
|
|
(11.1
|
)
|
|
20.5
|
|
|
(154.1
|
)%
|
|
10.0
|
|
|
12.7
|
|
|
(21.3
|
)%
|
||||
Net earnings from discontinued operations
|
|
$
|
59.3
|
|
|
$
|
48.0
|
|
|
|
|
$
|
69.9
|
|
|
$
|
75.5
|
|
|
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Food Care
|
|
$
|
146.2
|
|
|
$
|
146.5
|
|
|
(0.2
|
)%
|
|
$
|
287.7
|
|
|
$
|
285.1
|
|
|
0.9
|
%
|
Adjusted EBITDA Margin
|
|
21.5
|
%
|
|
22.0
|
%
|
|
|
|
|
21.5
|
%
|
|
21.9
|
%
|
|
|
|
||||
Product Care
|
|
77.1
|
|
|
78.7
|
|
|
(2.0
|
)%
|
|
151.2
|
|
|
155.8
|
|
|
(3.0
|
)%
|
||||
Adjusted EBITDA Margin
|
|
19.7
|
%
|
|
21.0
|
%
|
|
|
|
|
19.7
|
%
|
|
21.0
|
%
|
|
|
|
||||
Corporate
(1)
|
|
(27.0
|
)
|
|
(31.5
|
)
|
|
(14.3
|
)%
|
|
(60.7
|
)
|
|
(61.0
|
)
|
|
(0.5
|
)%
|
||||
Non-U.S. GAAP Total Company Adjusted
EBITDA from continuing operations
|
|
$
|
196.3
|
|
|
$
|
193.7
|
|
|
1.3
|
%
|
|
$
|
378.2
|
|
|
$
|
379.9
|
|
|
(0.4
|
)%
|
Adjusted EBITDA Margin
|
|
18.3
|
%
|
|
18.6
|
%
|
|
|
|
|
18.0
|
%
|
|
18.6
|
%
|
|
|
|
|
(1)
|
Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $3 million and $2 million for three months ended June 30, 2017 and 2016, respectively, and $11 million and $7 million for six months ended June 30, 2017 and 2016, respectively.
|
•
|
positive volume trends of $8 million primarily reflecting improving protein trends and adoption of our advanced product portfolio.
|
•
|
unfavorable mix and price/cost spread due to higher raw materials.
|
•
|
positive volume trends of $18 million primarily reflecting improving protein trends and adoption of our advanced product portfolio.
|
•
|
unfavorable mix and price/cost spread of $14 million; and
|
•
|
higher non-material manufacturing costs and direct costs of $2 million, including salary and wage inflation.
|
•
|
unfavorable price/cost spread of $11 million primarily due to higher raw material and freight costs.
|
•
|
positive volume trends of $10 million primarily due to ongoing strength in the e-Commerce and third party logistics markets.
|
•
|
higher non-material manufacturing costs and direct costs of $4 million, including salary and wage inflation.
|
•
|
restructuring savings of $1 million; and
|
•
|
$1 million of lower operating expenses.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net earnings (loss) from continuing operations
|
|
$
|
28.5
|
|
|
$
|
1.6
|
|
|
$
|
(25.3
|
)
|
|
$
|
76.5
|
|
Interest expense
|
|
(50.9)
|
|
|
(50.9)
|
|
|
(99.7)
|
|
|
(101.8)
|
|
||||
Interest income
|
|
3.2
|
|
|
2.0
|
|
|
5.4
|
|
|
3.6
|
|
||||
Income tax provision
|
|
56.1
|
|
|
53.0
|
|
|
192.5
|
|
|
70.6
|
|
||||
Depreciation and amortization
(1)(3)
|
|
(36.4)
|
|
|
(38.5)
|
|
|
(73.6)
|
|
|
(73.4)
|
|
||||
Accelerated depreciation and amortization of
fixed assets and intangible assets for Venezuelan
subsidiaries
(1)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||
Special Items:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring and other charges
(1)(4)
|
|
(2.0
|
)
|
|
(0.9
|
)
|
|
(3.9
|
)
|
|
(0.7
|
)
|
||||
Other restructuring associated costs included in cost
of sales and selling, general and administrative
expenses
|
|
(5.9
|
)
|
|
(4.1
|
)
|
|
(9.8
|
)
|
|
(8.0
|
)
|
||||
SARs
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||
Foreign currency exchange loss related to
Venezuelan subsidiaries
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
Charges related to ceasing operations in Venezuela
(1)
|
|
—
|
|
|
(51.4
|
)
|
|
—
|
|
|
(51.4
|
)
|
||||
(Loss) gain on sale of North American foam trays and
absorbent pads business and European food trays
business
|
|
(0.2
|
)
|
|
—
|
|
|
2.1
|
|
|
(1.6
|
)
|
||||
Loss related to the sale of other businesses,
investments and property, plant and equipment
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(2.1
|
)
|
||||
Charges incurred related to the sale of Diversey
|
|
(17.8
|
)
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
||||
Other special items
(2)
|
|
(1.5
|
)
|
|
1.8
|
|
|
2.6
|
|
|
0.4
|
|
||||
Pre-tax impact of Special items
|
|
(27.6)
|
|
|
(52.4)
|
|
|
(43.1)
|
|
|
(61.9)
|
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations
|
|
$
|
196.3
|
|
|
$
|
193.7
|
|
|
$
|
378.2
|
|
|
$
|
379.9
|
|
|
(1)
|
Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1 " Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details.
|
(2)
|
Other special items for the six months ended June 30, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. For the three months ended June 30, 2017 other special items primarily included an expense related to the recovered wage tax reserve as well as legal fees associated with restructuring and acquisitions. Other special items for the
three and six
months ended
June 30, 2016
primarily included a reduction in a non- income tax reserve following the completion of a governmental audit partially offset by legal fees associated with restructuring and acquisitions.
|
(3)
|
Depreciation and amortization by segment is as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Food Care
|
|
$
|
24.3
|
|
|
$
|
22.3
|
|
|
$
|
49.4
|
|
|
$
|
45.2
|
|
Product Care
|
|
11.0
|
|
|
9.4
|
|
|
22.5
|
|
|
19.0
|
|
||||
Corporate
|
|
1.1
|
|
|
6.8
|
|
|
1.7
|
|
|
9.2
|
|
||||
Total Company depreciation and amortization
(1)
|
|
$
|
36.4
|
|
|
$
|
38.5
|
|
|
$
|
73.6
|
|
|
$
|
73.4
|
|
|
(1)
|
Includes share-based incentive compensation of
$11 million
and
$19 million
for the
three and six
months ended
June 30, 2017
, respectively, and
$14 million
and
$25 million
for the
three and six
ended
June 30, 2016
, respectively.
|
(4)
|
Restructuring and other charges by segment were as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Food Care
|
|
$
|
1.3
|
|
|
$
|
0.5
|
|
|
$
|
2.5
|
|
|
$
|
0.4
|
|
Product Care
|
|
0.7
|
|
|
0.4
|
|
|
1.4
|
|
|
0.3
|
|
||||
Total Company restructuring and other charges
(1)
|
|
$
|
2.0
|
|
|
$
|
0.9
|
|
|
$
|
3.9
|
|
|
$
|
0.7
|
|
|
(1)
|
For the three and six months ended June 30, 2016 restructuring and other charges excludes $
0.3 million
related to severance and termination benefits for employees in our Venezuelan subsidiaries.
|
|
|
|
|
|
||||
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
|
$
|
243.0
|
|
|
$
|
333.7
|
|
|
|
Moody’s Investor
Services
|
|
Standard
& Poor’s
|
Corporate Rating
|
|
Ba2
|
|
BB
|
Senior Unsecured Rating
|
|
Ba3
|
|
BB
|
Senior Secured Credit Facility Rating
|
|
Baa3
|
|
BBB-
|
Outlook
|
|
Stable
|
|
Watch Positive
|
|
|
|
|
|
||||
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Short-term borrowings
|
|
$
|
358.0
|
|
|
$
|
83.0
|
|
Current portion of long-term debt
|
|
297.5
|
|
|
297.0
|
|
||
Total current debt
|
|
655.5
|
|
|
380.0
|
|
||
Total long-term debt, less current portion
(1)
|
|
3,790.1
|
|
|
3,762.6
|
|
||
Total debt
|
|
4,445.6
|
|
|
4,142.6
|
|
||
Less: Cash and Cash equivalents
|
|
(243.0
|
)
|
|
(333.7
|
)
|
||
Net Debt
|
|
$
|
4,202.6
|
|
|
$
|
3,808.9
|
|
|
(1)
|
Amounts are net of unamortized discounts and debt issuance costs of $33 million as June 30, 2017 and $36 million as of December 31, 2016.
|
|
|
Six Months Ended
June 30,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
141.3
|
|
|
$
|
186.9
|
|
Net cash used in investing activities
|
|
(81.8
|
)
|
|
(136.6
|
)
|
||
Net cash used in financing activities
|
|
(138.1
|
)
|
|
(96.0
|
)
|
||
Effect of foreign currency exchange rate changes on cash and cash
equivalents
|
|
(12.1
|
)
|
|
(16.3
|
)
|
|
|
Six Months Ended
June 30,
|
|
|
||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Change
|
||||||
Cash flow provided by operating activities
|
|
$
|
141.3
|
|
|
$
|
186.9
|
|
|
$
|
(45.6
|
)
|
Capital expenditures
|
|
(93.2
|
)
|
|
(113.5
|
)
|
|
20.3
|
|
|||
Free cash flow
(1)
|
|
$
|
48.1
|
|
|
$
|
73.4
|
|
|
$
|
(25.3
|
)
|
|
(1)
|
Free cash flow was $93 million in 2017 excluding the payment of charges related to the sale of Diversey of $45 million.
|
•
|
$45 million of net earnings, which included $268 million of non-cash adjustments to reconcile net earnings to net cash provided by operating activities, including adjustments for depreciation and amortization, share-based incentive compensation expenses and profit sharing expenses.
|
•
|
$172 million of changes in other liabilities and assets. This activity primarily reflects the timing of certain annual incentive compensation payments as well as an increase in leased assets; and
|
•
|
$1 million of changes in operating assets and liabilities, as a result of an increase in trade receivables and inventory partially offset by an increase in accounts payable. This activity reflects the timing of inventory purchases as well as an increase in outstanding balances in our accounts receivable securitization programs offset by the related payments of cash and the seasonality of sales and collections.
|
•
|
$152 million of net earnings, which included $226 million of non-cash adjustments to reconcile net earnings to net cash provided by operating activities, including adjustments for depreciation and amortization, share-based incentive compensation expenses, and the reclassification of the cumulative translation adjustment related to the Company’s decision to cease its operations in Venezuela.
|
•
|
$114 million of changes in other liabilities and assets. This activity primarily reflects the timing of certain annual incentive compensation payments; and
|
•
|
$77 million of changes in operating assets and liabilities, primarily reflecting an increase in trade receivables and inventory partially offset by an increase in accounts payable. This activity reflects the timing of inventory purchases and the related payments of cash and the seasonality of sales and collections.
|
•
|
capital expenditures of $93 million; and
|
•
|
$4 million related to business acquisitions.
|
•
|
$11 million related to settlements of foreign currency forward contracts; and
|
•
|
$4 million related to the sale of businesses and property and equipment.
|
•
|
capital expenditures of $114 million; and
|
•
|
$31 million related to settlements of foreign currency forward contracts.
|
•
|
$8 million related to net proceeds in the sale of business and property and equipment.
|
•
|
repurchases of common stock of $305 million;
|
•
|
payments of quarterly dividends of $62 million;
|
•
|
payments of Term Loan A of $28 million; and
|
•
|
acquisition of common stock for tax withholding obligations relating to stock-based compensation of $22 million.
|
•
|
increases in short-term borrowings under our revolving credit facility, local lines of credit and accounts receivable securitization programs of $280 million.
|
•
|
payments of quarterly dividends of $57 million;
|
•
|
repurchases of common stock of $52 million; and
|
•
|
acquisition of common stock for tax withholding obligations relating to stock-based compensation of $22 million.
|
•
|
increases in short-term borrowings under our revolving credit facility, local lines of credit and accounts receivable securitization programs of $35 million.
|
(In millions)
|
|
June 30, 2017
|
|
December 31, 2016
|
|
Change
|
||||||
Working capital (current assets less current liabilities)
|
|
$
|
1,377.0
|
|
|
$
|
96.3
|
|
|
$
|
1,280.7
|
|
Current ratio (current assets divided by current liabilities)
|
|
1.4x
|
|
|
1.0x
|
|
|
|
||||
Quick ratio (current assets, less inventories divided by current
liabilities) |
|
1.3x
|
|
|
0.8x
|
|
|
|
•
|
an increase in current assets held for sale of $2.2 billion partially offset by an increase in current liabilities held for sale of $703 million related to the sale of Diversey. As the sale is expected to close during 2017 all Diversey balances were moved to current;
|
•
|
an increase in prepaid expenses and other current assets due to an increase in accounts receivables held as collateral under the securitization program;
|
•
|
an increase in inventory to support higher anticipated sales in the third quarter; and
|
•
|
a decrease in other current liabilities primarily reflecting the payment of performance-based compensation and profit sharing previously accrued.
|
•
|
an increase in short-term borrowings and decrease in cash to support the increase in working capital for capital expenditures, share repurchases and dividends; and
|
•
|
a decrease in trade receivables and an increase in accounts payable consistent with the increase in inventories and continuing initiatives for longer payment terms.
|
•
|
a net increase in shares held in treasury of $251 million and an increase in additional paid in capital of $54 million due to the repurchase of common stock into treasury stock;
|
•
|
dividends paid and accrued on our common stock of $62 million; and
|
•
|
unrealized losses on derivative instruments of $51 million.
|
•
|
cumulative translation adjustment of $74 million;
|
•
|
net earnings of $45 million;
|
•
|
increase of $24 million in additional paid in capital due primarily to stock-based incentive compensation; and
|
•
|
a net increase in unrecognized pension items of $5 million.
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of
Shares Purchased as
Part of Announced Plans or Programs
|
|
Maximum Approximate Dollar
Value of Shares that May
Yet be Purchased Under the Plans or Programs
|
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||||
Balance as of March 31, 2017
|
|
|
|
|
|
|
|
$
|
667,205,595
|
|
||||
April 1, 2017 through April 30, 2017
|
|
12,250
|
|
|
—
|
|
|
—
|
|
|
667,205,595
|
|
||
May 1, 2017 through May 31, 2017
|
|
4,447,547
|
|
|
$
|
43.10
|
|
|
4,437,231
|
|
|
1,975,947,299
|
|
|
June 1, 2017 through June 30, 2017
|
|
1,335,596
|
|
|
$
|
44.95
|
|
|
1,334,754
|
|
|
1,915,865,372
|
|
|
Total
|
|
5,795,393
|
|
|
|
|
5,771,985
|
|
|
$
|
1,915,865,372
|
|
|
(1)
|
We acquired shares by means of (i) a share trading plan we entered into with our brokers and pursuant to our publicly announced program (described below), (ii) an accelerated share repurchase program we entered into during the quarter, (iii) shares withheld from awards under our Omnibus Incentive Plan (the successor plan to our 2005 Contingent Stock Plan) pursuant to the provision thereof that permits minimum tax withholding obligations or other legally required charges to be satisfied by having us withhold shares from an award under that plan and (iv) shares reacquired pursuant to the forfeiture provision of our Omnibus Incentive Plan. We report price calculations in column (b) in the table above only for shares purchased as part of our publicly announced program, when applicable. For shares withheld for minimum tax withholding obligations or other legally required charges, we withhold shares at a price equal to their fair market value. We do not make payments for shares reacquired by the Company pursuant to the forfeiture provision of the Omnibus Incentive Plan as those shares are simply forfeited.
|
Period
|
|
Shares withheld
for tax obligations and charges
|
|
Average withholding
price for shares in column “a”
|
|
Forfeitures under
Omnibus Incentive Plan
|
|
Total
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||
April 2017
|
|
—
|
|
|
—
|
|
|
12,250
|
|
|
12,250
|
|
May 2017
|
|
—
|
|
|
—
|
|
|
10,316
|
|
|
10,316
|
|
June 2017
|
|
—
|
|
|
—
|
|
|
842
|
|
|
842
|
|
Total
|
|
—
|
|
|
|
|
23,408
|
|
|
23,408
|
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Unofficial Composite Amended and Restated Certificate of Incorporation of the Company as currently in effect. (Exhibit 3.1 to the Company’s Registration Statement on Form S-3, Registration No. 333-108544, is incorporated herein by reference.)
|
3.2
|
|
Amended and Restated By-Laws of the Company as currently in effect. (Exhibit 3.1 to the Company’s Current Report on Form 8-K, Date of Report February 15, 2017, File No. 1-12139, is incorporated herein by reference.)
|
31.1
|
|
Certification of Jerome A. Peribere pursuant to Rule 13a-14(a), dated August 9, 2017.
|
31.2
|
|
Certification of Carol P. Lowe pursuant to Rule 13a-14(a), dated August 9, 2017.
|
32
|
|
Certification of Jerome A. Peribere and Carol P. Lowe, pursuant to 18 U.S.C. § 1350, dated August 9, 2017.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
Sealed Air Corporation
|
||
|
|
|
|
Date: August 9, 2017
|
By:
|
|
/s/ William G. Stiehl
|
|
|
|
William G. Stiehl
|
|
|
|
Chief Accounting Officer and Controller
|
1 Year Sealed Air Chart |
1 Month Sealed Air Chart |
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